As filed with the Securities and Exchange Commission on June 23, 1995
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993
----------------------
VAUGHN COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
41-0626191
(I.R.S. Employer Identification No.)
5050 West 78th Street
Minneapolis, MN 55435
(612) 832-3200
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------
E. David Willette Copies to:
President and Chief Executive Officer
Vaughn Communications, Inc. John P. Flaten, Esq.
5050 West 78th Street Rider, Bennett, Egan & Arundel,
Minneapolis, MN 55435 P.L.L.P.
(612) 832-3200 2000 Metropolitan Centre
(Name, address, including zip code, and 333 South 7th Street
telephone number, including area code, Minneapolis, MN 55402
of agent for service) (612) 340-7908
Steven R. Barth, Esq.
Foley & Lardner
Firstar Center
777 East Wisconsin Avenue
Milwaukee, WI 53202-5367
(414) 297-5662
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Proposed maximum
Title of each class of Amount of Proposed maximum aggregate offering Amount of
securities to be registered be registered offering price per unit price registration fee
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, 180,000 $6.875* $1,237,500* $426.69
$.10 par value per share
- ---------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated in accordance with Rule 457 solely for purposes of computing the
registration fee on the basis of the last sale price reported by the NASDAQ-
National Market System for June 19, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION DATED JUNE 23, 1995
PROSPECTUS
180,000 SHARES
VAUGHN COMMUNICATIONS, INC.
COMMON STOCK
($.10 PAR VALUE)
This Prospectus relates to 180,000 shares (the "Shares") of Common
Stock of Vaughn Communications, Inc. (the "Company"), which may be offered from
time to time by the selling shareholders named herein (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the sale
of the Shares being sold by the Selling Shareholders. All expenses incurred in
connection with this offering are being borne by the Company, except that the
Selling Shareholders are bearing their selling expenses and expenses of separate
legal counsel.
The Selling Shareholders may sell the Shares from time to time on the
over-the-counter market in regular brokerage transactions, in transactions
directly with market makers or in certain privately negotiated transactions, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The Shares will be
offered for sale on terms to be determined when the agreement to sell is made or
at the time of sale, as the case may be. The Selling Shareholders may sell some
or all of the Shares in transactions involving broker-dealers, who may act
solely as agent and/or may acquire the Shares as principal. Broker-dealers
participating in such transaction as agent may receive commissions from the
Selling Shareholders (and, if they act as agent for the purchaser of the Shares,
from such purchaser), such commissions to be computed in appropriate cases in
accordance with the applicable rules of the National Association of Securities
Dealers Automated Quotation - National Market System ("NASDAQ-NMS"), which
commissions may be at negotiated rates where permissible under such rules. In
addition or alternatively, the Shares may be sold by the Selling Shareholders
and, or by or through, broker-dealers in special offerings, exchange
distributions or secondary distributions pursuant to and in compliance with the
governing rules of NASDAQ-NMS, and in connection therewith commissions in excess
of the customary commission may be paid to participating broker-dealers, or, in
the case of certain secondary distributions, a discount or concession from the
offering price may be allowed to participating broker-dealers in excess of such
customary commission. See "Plan of Distribution."
The Common Stock of the Company is traded on the NASDAQ-NMS under the
symbol "VGHN." On June 19, 1995, the last reported sale price of the Common
Stock, as reported on the NASDAQ National Market, was $6.875 per share. Each
Selling Shareholder has advised the Company that no sale or distribution of the
Shares other than as disclosed herein will be effected until after this
Prospectus shall have been appropriately amended or supplemented, if required,
to set forth the terms thereof. See "Plan of Distribution."
The Selling Shareholders and any brokers, dealers or agents that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by such persons may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution."
PROSPECTIVE PURCHASERS OF THE COMMON STOCK SHOULD CONSIDER CAREFULLY
THE MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS."
_____________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________________
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute
an offer of any securities other than the registered securities to which it
relates or an offer to any person in any jurisdiction where such offer would be
unlawful.
The date of this Prospectus is June __, 1995
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other information concerning
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's regional offices at Room 3190, John C.
Kluczynski Federal Building, 230 South Dearborn Street, Chicago, Illinois
60604, and the 14th Floor, 75 Park Place, New York, New York 10007. Copies of
such material can also be obtained from the Commission at prescribed rates
through its Public Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby (including all amendments and
supplements thereto, the "Registration Statement"). This Prospectus, which
forms a part of the Registration Statement, does not contain all the information
set forth in the Registration Statement, certain parts of which have been
omitted in accordance with the rules and regulations of the Commission.
Statements contained herein concerning the provisions of certain documents are
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. The Registration Statement and the exhibits thereto can be
inspected and copied at the public reference facilities and regional offices
referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference and
made a part of this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995.
2. The Company's Proxy Statement for its 1995 Annual Meeting of
Shareholders.
3. The Company's Current Report on Form 8-K, dated April 17, 1995, as
amended June 9, 1995.
4. The Company's Quarterly Report on Form 10-Q for the Quarter ended
April 30, 1995.
5. The description of the Common Stock incorporated in the Company's
registration statement on Form 8-A, File No. 0-15424, including any
amendment or report
2
heretofore or hereafter filed updating or amending the description of
the Common Stock contained therein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities covered hereby shall be deemed
to be incorporated herein by reference and shall be a part hereof from the date
of the filing of such documents. Any statement contained herein or in a
document or information incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to M. Charles Reinhart, Secretary
and Controller, Vaughn Communications, Inc., 5050 West 78th Street, Minneapolis,
Minnesota 55435; telephone (612) 832-3200.
[Balance of Page Intentionally Left Blank.]
3
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements (including the notes thereto) included
elsewhere in this Prospectus or incorporated by reference herein.
THE COMPANY
The Company, through its Vaughn Communications Division, is a provider of
high-volume videotape duplication services to corporations, publishers and
educational companies. In addition thereto, the Company's Vaughn Products
Division manufactures and sells gift and leather products and collectibles to
gift shops and western stores.
The Company's principal executive and administrative offices are located at
5050 West 78th Street, Minneapolis, Minnesota 55435, and its telephone number
is (612) 832-3200.
THE OFFERING
Securities Offered. . . . . . . . . . . 180,000 shares ("Shares') of Common Stock.
Common Stock Outstanding. . . . . . . . 3,111,560 shares (including the 180,000 Shares being
registered herein). Does not include a total of
694,209 shares which may be issued pursuant to
exercise of outstanding options granted under the
Company's stock option plans, including an option for
10,000 shares held by each of the Selling Shareholders.
Use of Proceeds . . . . . . . . . . . . All shares are being sold by and for the account of
Selling Shareholders and the Company will not receive
any proceeds from the sale of stock contemplated herein.
NASDAQ-NMS Symbol. . . . . . . . . . . VGHN
RISK FACTORS
This offering involves special risks including, among others, the Company's
reliance on certain key personnel, the Company's capital requirements and risks
associated with a recent acquisition, risks associated with possible future
acquisitions and competition affecting the Company's business. See "Risk
Factors."
4
RISK FACTORS
An investment in the Shares involves special risks. Prospective investors
should carefully consider the following factors, in addition to the other
information set forth in this Prospectus, or incorporated by reference herein.
RELIANCE ON KEY PERSONNEL. The Company depends on the efforts of E. David
Willette, President and Chief Executive Officer, age 59, Donald J. Drapeau, Vice
President and General Manager of Vaughn Duplication Services, age 41, and
William D. Dornbusch, Vice President and General Manger of Vaughn Products
Division, age 48. The unexpected loss of the services of any of these
individuals could have a detrimental effect on the Company. Though his
retirement has not yet been scheduled, the Board of Directors of the Company has
established a committee to consider personal succession related to Mr.
Willette's ultimate retirement.
CAPITAL REQUIREMENTS AND RECENT ACQUISITION. As the Company has continued
to grow, cash generated from operations has not been sufficient to fund the
Company's investments for capital equipment, new product lines and new
facilities. On April 4, 1995, the Company acquired the capital stock of
Centercom, Inc. and Centercom South, Inc. (collectively "Centercom") from the
Selling Shareholders in this offering. Centercom is a videotape duplicator with
facilities in Milwaukee, Wisconsin, Chicago, Illinois and Tampa, Florida. The
purchase price was $6,420,000 including $5,250,000 of cash and 180,000 shares of
the Company's Common Stock (which are the Shares being offered hereby) valued at
$1,170,000. The Company also assumed payment of Centercom's liabilities
recorded at approximately $2,576,000 at the time of closing, including long-term
debt of Centercom repaid as described below. The Selling Shareholders will also
collectively be paid $200,000 a year for seven years under non-compete and
consulting agreements.
For the Company's fiscal year ended January 31, 1996 ("fiscal 1996"), to
support the continued growth of its operations, the Company plans additional
investment of $2,400,000 for new equipment, principally for the videotape
duplication business, including $400,000 for Centercom's business.
The Centercom transaction represents the largest acquisition ever
undertaken by the Company. The Centercom acquisition and the Company's other
planned capital expenditures required that the Company enter into a new credit
agreement with its bank. The credit agreement provides for $5,000,000 of long-
term financing used for the Centercom acquisition, payable in quarterly
principal installments of $250,000 commencing July 1, 1995, with interest at
1/4% over the bank's prime rate. The credit agreement also provides for a
revolving credit facility of up to $8,000,000, at the bank's prime interest
rate, to be used to finance working capital. $3,000,000 of the revolving
facility is available for long-term financing to replace existing debt or to
finance new equipment purchases. Of this amount $850,000 has been applied to
repay a like amount of Centercom long-term debt and an aggregate of $2,150,000
remained available for future utilization as of April 30, 1995. The interest
rate on the long-term financing is 1/4% over the bank's prime rate.
5
For its fiscal years ended June 30, 1994 and 1993, Centercom had annual
sales of $8,700,000 and $7,500,000, respectively, with net income of $649,000
and $415,000. There can be no assurance that the Company will be able to
successfully integrate Centercom's operations with its own, or operate
Centercom's business profitably or sufficiently to retire the additional
resulting indebtedness described above.
While the Company believes the liquidity provided by its new credit
agreement, along with cash from operations and other long-term borrowings which
may be available to it, will be sufficient to meet its capital requirements in
fiscal 1996, there can be no assurance of this. Any substantial increase in
prevailing interest rates may also have a material adverse effect on the
Company's operating results and financial condition, due in part to the
Company's increased leverage resulting from the Centercom acquisition.
FUTURE ACQUISITIONS. The Company is actively seeking other acquisition
opportunities to compliment and expand the operations of both its Vaughn
Communications Division and Vaughn Products Division. Though there can be no
assurance that any such acquisitions will be completed, one or more of these
acquisitions, if completed, may be material. Any material acquisition would
require additional debt and/or equity financing. There can be no assurance that
such financing will be available to the Company, or will be available on
satisfactory terms and conditions. Neither can there be any assurance that the
Company will be able to operate any such acquired business profitably or
sufficiently to retire the additional resulting indebtedness required therefor,
or that the acquisition will not be materially dilutive to the value of the
Company's previously outstanding Common Stock.
COMPETITION. The Company operates in a highly competitive environment.
Though the Company believes it is one of the largest videotape duplicators
serving the corporate and industrial markets, the Company's major videotape
duplication competitors may have financial and other resources greater than
those of the Company. The Company also competes with a number of other
videotape duplicators in the local markets in which it operates. The Company
does not have a significant share of the overall gift product market and
competes for sales with many national and regional companies. Many of such gift
product competitors have significantly greater resources than the Company.
DIVIDEND POLICY. The Company has never paid any cash dividends and its
bank credit agreement contains covenants against the Company's payment of cash
dividends or other cash distributions with respect to its stock. Accordingly,
the Company expects to retain all its earnings for use in its business and has
no plans to pay cash dividends for the foreseeable future.
ANTI-TAKEOVER PROVISIONS. The Company's Articles of Incorporation and By-
Laws include several provisions, the effect of which may be to inhibit a change
of control of the Company and deprive the Company's shareholders from certain
opportunities to sell their shares at temporarily higher market prices which
might otherwise result from unsolicited attempts to acquire control of the
Company. These include a classified Board of Directors and fair price/high vote
requirements for tender offers and other business combinations. These
provisions may discourage a party from
6
making a tender offer for or otherwise attempting to obtain control of the
Company. Moreover, as a Minnesota corporation, the Company is subject to the
provisions of the Minnesota Business Corporation Act which also could make it
more difficult for or tend to discourage attempts to acquire control of the
Company.
THE COMPANY
The Company was founded under the name Vaughn's, Inc. in 1943, and has been
known as Vaughn Communications, Inc. since mid-1987. The Company is engaged in
two business segments. Its Vaughn Communications Division is a high volume
videotape duplicator, accounting for approximately 83% of the Company's sales
from continuing operations during fiscal 1995. Vaughn Products Division is a
manufacturer and distributor of gift and leather products and collectibles sold
by gift shops and western stores, accounting for approximately 17% of the
Company's sales from continuing operations during fiscal 1995. The Company's
strategic objective is to grow and expand these businesses through internal
growth and acquisitions. The term "Company" herein refers to the registrant
(Vaughn Communications, Inc.), including its two operating divisions.
VAUGHN COMMUNICATIONS DIVISION
The Company's operations in the communication industry are conducted
through it Vaughn Communications Division. Vaughn Communications currently has
duplication facilities in Minneapolis, Milwaukee, Phoenix, Tampa, Portland,
Atlanta, Dallas, Houston and Raleigh and has additional sales offices in St..
Louis, New York City, Los Angeles, Chicago, Seattle, Nashville and Ft.
Lauderdale. In April 1995 the Company also acquired the videotape duplication
facilities of Centercom located in Milwaukee, Chicago and Tampa into which the
Company's pre-existing facilities in these cities (the Company previously had
only a sales office in Chicago) will be merged. (See "Risk Factors" above.)
Vaughn Communications' Minneapolis duplication facility, its largest,
utilizes several hundred videotape reproduction machines. The process used at
each of the Company's locations involves the loading of master and blank
videotapes manually after which the machines are computer controlled to record
and duplicate the master on a simultaneous real time basis. The Company also
has three high speed duplicating machines in Minneapolis, one in Atlanta and
three in Milwaukee (acquired in the Centercom acquisition), each capable of
duplicating at 150 times the real time rate.
Illustrative of Vaughn Communications' duplication customers are financial
service companies which produce videotapes to present new financial products to
sales personnel and customers, high technology companies which use videotapes to
train sales and service personnel and corporations with many employees or
locations which wish to communicate a significant Company development to all
employees simultaneously. Such high volume customers are generally those who
need 100 or more duplicate videotapes reproduced, addressed to individual
locations and forwarded for delivery, often within a few hours or on an
overnight basis.
7
Vaughn Communications through its Vaughn Broadcast Rental division also
rents audio and video production equipment on a short-term basis in Minneapolis
and Tampa.
VAUGHN PRODUCTS DIVISION
Vaughn Products Division is engaged in the manufacture and sale of leather
and gift items sold primarily to retail merchants. The Division's manufacturing
facilities are located in the Company's Minneapolis, Minnesota plant where it
produces a line of over 200 leather items such as purses, billfolds, and
personal accessory items. The Company also sells collectibles and other gift
products which it purchases for resale. The products are sold at wholesale
prices for resale, primarily by gift shops and western stores, and are marketed
under the "Bloom Brothers" name. The Company also has a line of silk screen
tom-tom novelties sold under the brand name "Cranberry Lake."
The Company's principal executive and administrative offices are located at
5050 West 78th Street, Minneapolis, Minnesota 55435, and its telephone number
is (612) 832-3200.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Shareholders acting
as principals for their own accounts. The Company will receive none of the
proceeds from the offering.
Resales of the Shares may be made on the NASDAQ-NMS, in the over-the-
counter market or in private transactions, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Shares will be offered for sale on terms to be
determined when the agreement to sell is made or at the time of sale, as the
case may be. The Selling Shareholders may sell some or all of the Shares in
transactions involving broker-dealers, who may act solely as agent and/or may
acquire the Shares as principal. Broker-dealers participating in such
transactions as agent may receive commissions from the Selling Shareholders
(and, if they act as agent for the purchaser of such Shares, from such
purchaser), such commissions to be computed in appropriate cases in accordance
with the applicable rules of NASDAQ-NMS, which commissions may be at negotiated
rates where permissible under such rules.
In addition or alternatively, the Shares may be sold by the Selling
Shareholders and, or by or through, broker-dealers in special offerings,
exchange distributions or secondary distributions pursuant to and in compliance
with the governing rules of NASDAQ-NMS, and in connection therewith commissions
in excess of the customary commission may be paid to participating broker-
dealers, or, in the case of certain secondary distributions, a discount or
concession from the offering price may be allowed to participating broker-
dealers in excess of such customary commission.
There presently are no arrangements or understandings, formal or informal,
pertaining to the distribution of the Shares. The Company has agreed to bear
all expenses (other than underwriting
8
discounts and selling commissions and the fees of counsel for the Selling
Shareholders) estimated at approximately $24,000 in connection with the
registration of the Shares.
Upon the Company being notified by the Selling Shareholders that a material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution, or any block trade has taken place, to the extent required, a
supplement to this Prospectus will be delivered together with this Prospectus
and filed pursuant to Rule 424(c) under the Act setting forth with respect to
such offer or trade the terms of the offer or trade, including the number of
Shares involved, the name of the appropriate Selling Shareholder and any
brokers, dealers, agents or member firm involved, any discounts, commissions and
other items paid as compensation from, and the resulting net proceeds to, such
Selling Shareholder, that such broker-dealers did not conduct any investigation
to verify the information set out in this Prospectus, and other facts material
to the transaction.
Shares may be sold directly by the Selling Shareholders or through agents
designated by the Selling Shareholders from time to time. To the extent
required, any agent involved in the offer or sale of the Shares in respect of
which this Prospectus is delivered will be named, and any commissions payable by
the selling Shareholders to such agent will be set forth in a Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
The Selling Shareholders and any brokers, dealers, agent, member firm or
others that participate with the Selling Shareholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions or fees received by such persons and any profit on the
resale of the Shares purchased by such persons may be deemed to be underwriting
commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Securities Exchange Act,
any person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to any of the Company's Common Stock
for a period of nine business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Shareholders will be subject to the applicable provisions of the Securities
Exchange Act, and the rules and regulations thereunder, including without
limitation Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Shareholders. All of
the foregoing may affect the marketability of the Shares.
Each Selling Shareholder has advised the Company that during such time as
such Selling Shareholder may be engaged in the attempt to sell Shares registered
hereunder, such person will: (i) not engage in any stabilization activity in
connection with any of the Company's securities; (ii) cause to be furnished to
each person to whom Shares included herein may be offered, and to each broker-
dealer, if any, through whom shares are offered, such copies of this Prospectus,
as supplemented or amended, as may be required by the Securities Act or by such
person; and (iii) not bid for or purchase any of the Company's securities (or
any rights to acquire the Company's securities), or attempt to induce any person
to purchase any of the Company's securities (or rights
9
to acquire the Company's securities) other than pursuant to exercise of stock
options granted under the Company's stock option plans and other than as
permitted under the Securities Exchange Act.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
The Company and Selling Shareholders have agreed to indemnify each other
and certain other persons against certain liabilities, including liabilities
under the Securities Act.
The Company has agreed to maintain the effectiveness of the Registration
Statement of which this Prospectus is a part through April 3, 1997, or such
earlier date as all of the Shares have been sold. No sales may be made pursuant
to this Prospectus after such date, unless the Company amends or supplements
this Prospectus to indicate that it has agreed to extend such period of
effectiveness.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Selling Shareholders:
- ---------------------------------------------------------------------------------------------------------
Name and Address of Selling Number of Shares Held Prior Number of Shares Offered
Shareholder to Offering(1) Hereby
- ---------------------------------------------------------------------------------------------------------
Jeffrey Johnson(2)
3683 Bark Lake Road
Hubertus, WI 53033 90,000(2) 90,000(2)
- ---------------------------------------------------------------------------------------------------------
Robert Harmon(2)
9071 North Goldendale Drive
Milwaukee, WI 53223 90,000(2) 90,000(2)
- ---------------------------------------------------------------------------------------------------------
__________________________
<FN>
(1) Each Selling Shareholder holds less than 5% of the Company's outstanding
shares of Common Stock.
(2) Does not include a seven-year nonstatutory option held by each individual
to purchase 10,000 shares of the Company's Common Stock, expiring April 3, 2002.
These options were issued under the Company's 1990 Non-Employee Directors Stock
Option Plan concurrently with the appointment of Messrs. Johnson and Harmon as
members of the Company's Board of Directors. As a result of the stock purchase
agreement for Centercom (see "Risk Factors - Capital requirements and Recent
Acquisition" above), Messrs. Johnson and Harmon are entitled to be nominated by
the Company's Board of Directors and serve as Directors of the Company and as
members of the Audit Committee of the Board, until the latter of April 4, 1999,
or the date on which they collectively cease
10
to beneficially own at least 1% of the Company's then outstanding Common Stock.
For more than five years before the Company acquired Centercom, Messrs. Harmon
and Johnson served as President and Vice President of Centercom, respectively.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company and the Selling Shareholders by Rider, Bennett, Egan & Arundel,
P.L.L.P., Minneapolis, Minnesota.
EXPERTS
The financial statements and the related financial statement schedules of
the Company incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended January 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The financial statements of Centercom, Inc. and Centercom South, Inc.
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K, dated April 17, 1995, as amended June 9, 1995, have been audited by
Richard A. Podraza, S.C., Milwaukee, Wisconsin, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
[Balance of Page Intentionally Left Blank.]
11
________________________________
No dealer, salesman or other person has been authorized to give any
information or to make any representation, other than those contained or
incorporated by reference in this prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not constitute
an offer to sell or solicitation of an offer to buy any securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information herein is correct as of any time subsequent to the date hereof
or that there has been no change in the affairs of the Company since such date.
________________________________
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
________________________________
180,000 SHARES
VAUGHN COMMUNICATIONS, INC.
COMMON STOCK
($.10 PAR VALUE)
____________________
PROSPECTUS
_____________________
June __, 1995
________________________________
12
VAUGHN COMMUNICATIONS, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth (with the exception of the fees of
counsel, if any, to the Selling Shareholders) the various expenses in connection
with the sale and distribution of the securities being registered. All expenses
of registration of the Shares, other than the fees of counsel, if any, to the
Selling Shareholders, will be borne by the Company. All of the amounts shown
are estimates except the registration fee.
Securities and Exchange Commission registration fee...................................... $ 426.69
NASDAQ National Market listing fee....................................................... 3,600.00
Legal fees and expenses.................................................................. 7,500.00
Accounting fees and expenses............................................................. 10,000.00
Miscellaneous............................................................................ 2,473.31
-----------
$ 24,000.00
-----------
-----------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act provides that,
unless prohibited or limited by a corporation's articles of incorporation or
bylaws, a corporation must indemnify its current and former officers, directors,
employees and agents against reasonable expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement and which were
incurred in connection with actions, suits, or proceedings in which such persons
are parties by reason of the fact that they are or were an officer, director,
employee or agent of the corporation, if they (i) have not been indemnified by
another organization, (ii) acted in good faith, (iii) received no improper
personal benefit, (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful, and (v) reasonably believed that the
conduct was in the best interests of the corporation. Section 302A.521 also
permits a corporation to purchase and maintain insurance on behalf of its
officers, directors, employees and agents against any liability which may be
asserted against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.
II-1
Article 7 of the Company's Restated By-Laws, as amended, provides that
the Registrant "...shall exercise as fully as may be permitted from time to time
by the statutes and decisional law of the State of Minnesota or by any other
applicable rules or principles of law, its power to indemnify each officer of
the corporation against the expense of any action to which he is a party or is
threatened to be made a party by reason of the fact that he is or was an officer
of the corporation...The term officer means any person who is, was or may
hereafter be a director, officer, employee or agent of this corporation...."
Further, there is in effect an officers' and directors' insurance policy
providing indemnity coverage in the aggregate amount of $2,000,000 to the
Company and its officers and directors.
Article 9 of the Company's Restated Articles of Incorporation, as
amended, as permitted by Sections 302A.111, Subd. 4 and 302A.251, Subd. 4 of the
Minnesota Business Corporation Act, eliminates director personal liability to
the Company and the shareholders of the Company for monetary damages for
breaches of a director's fiduciary duty of care, except for (i) breaches of the
duty of loyalty, (ii) actions or omissions involving bad faith, knowing
violations of the law or intentional misconduct, (iii) paying illegal dividends
or approving illegal stock repurchases, (iv) obtaining improper personal
benefits, or (v) violations of federal or state securities laws.
Pursuant to the Stock Purchase Agreement dated April 4, 1995, under which
the Company purchased all of the stock of Centercom, Inc. and Centercom South,
Inc. from the Selling Shareholders in the offering provided for by this
Registration Statement, the Company has agreed to indemnify each of the Selling
Shareholders from any and all loss, liability, claims, damages and expenses
incurred by him and arising from or based upon any untrue or alleged untrue
statements of a material fact contained or incorporated by reference in a
registration statement or prospectus (other than those specific facts provided
by the Selling Shareholders in writing for purposes of the offering, which, if
false or misleading in any material respect, the Selling Shareholders agree to
similarly indemnify the Company with respect to which) or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading.
ITEM 16. EXHIBITS.
Exhibit Number Name of Exhibit
-------------- ---------------
2.1 Copy of Stock Purchase Agreement dated April
4, 1995, providing for the Company's purchase
of all of the capital stock of Centercom,
Inc. and Centercom South, Inc. from Jeffrey
Johnson and Robert Harmon (incorporated
herein by reference to Exhibit 2(a) to the
Company's current report on Form 8-K for said
event date).
4.1 Copies of the following instruments defining
the rights of the holders of the Company's
Common Stock:
II-2
(i) Article 6 of the Company's Restated
Articles of Incorporation, as filed with the
Minnesota Secretary of State on November 27,
1968, excluding Sections 6.1 and 6.7 thereof,
(incorporated herein by reference to Exhibit
3(a) to the Company's Registration Statement
on Form S-1 No. 33-10918 hereafter referred
to as the Company's "S-1 Registration
Statement");
(ii) Sections 6.1 and 6.7 of Article 6 of
the Company's Restated Articles of
Incorporation, as set forth in the Articles
of Amendment thereto adopted July 2, 1980,
(incorporated herein by reference to Exhibit
3(a) to the Company's S-1 Registration
Statement);
(iii) Articles 11, 12 and 13 of the
Company's Restated Articles of Incorporation,
as set forth in the Articles of Amendment
thereto, as filed with the Minnesota
Secretary of State on June 24, 1993,
(incorporated herein by reference to Exhibit
3(a) to the Company's Annual Report on Form
10-K for the year ended January 31, 1994);
(iv) Article II of the Company's Restated
By-Laws adopted January 10, 1969, excluding
Section 2 thereof, (incorporated herein by
reference to Exhibit 3(b) to the Company's
S-1 Registration Statement); and
(v) Section 2 of Article II of the Company's
Restated By-Laws set forth in the Third
Amendment thereto adopted April 19, 1994,
(incorporated herein by reference to Exhibit
3(b) to the Company's Annual Report on Form
10-K for the year ended January 31, 1994).
4.2 Sections 4E, F and G of the Stock Purchase
Agreement described as Exhibit 2.1 above,
granting the Selling Shareholders in the
offering being registered by this
Registration Statement on Form S-3 certain
rights with respect to registration of their
shares of the Company's Common Stock
(incorporated herein by reference to Exhibit
2(a) to the Company's Current Report on Form
8-K for the event date April 4, 1995).
5.1 Opinion of Rider, Bennett, Egan & Arundel,
P.L.L.P. as to the legality of the securities
being registered.
II-3
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Richard A. Podraza, S.C.
24.1 Powers of Attorney are included herein as
part of the Signature Page.
ITEM 17. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement; and
(iii) include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and 1(a)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining liability under the
Securities Act, each post-effective amendment shall be deemed
to be a new registration statement of the securities offered,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the
termination of the offering.
II-4
2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter had been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
[Balance of Page Intentionally Left Blank.]
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereon duly authorized
in Minneapolis, Minnesota, on May 31, 1995.
VAUGHN COMMUNICATIONS, INC.
a Minnesota corporation
By /s/ E. David Willette
-------------------------------
E. David Willette, Chairman
President, Chief Executive
Officer and Treasurer
(Principal Executive and
Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. David Willette and M. Charles Reinhart, or
either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or would do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do or cause to
be done by virtue hereof.
II-6
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated;
NAME TITLE DATE
---- ----- ----
/s/ E. David Willette Chairman, President, Chief May 31, 1995
- ----------------------- Executive Officer and
E. David Willette Treasurer (Principal Executive
and Financial Officer;
and Director)
/s/ M. Charles Reinhart Secretary and Controller May 31, 1995
- ----------------------- (Principal Accounting
M. Charles Reinhart Officer)
/s/ Roger F. Heegaard Director May 31, 1995
- -----------------------
Roger F. Heegaard
/s/ Harold G. Wahlquist Director May 31, 1995
- -----------------------
Harold G. Wahlquist
/s/ William D. Smith Director May 31, 1995
- -----------------------
William D. Smith
/s/ Laurence F. LeJeune Director May 31, 1995
- -----------------------
Laurence F. LeJeune
/s/ Michael R. Sill Director May 31, 1995
- -----------------------
Michael R. Sill
/s/ Rodney P. Burwell Director May 31, 1995
- -----------------------
Rodney P. Burwell
/s/ Jeffrey Johnson Director May 31, 1995
- -----------------------
Jeffrey Johnson
/s/ Robert Harmon Director May 31, 1995
- -----------------------
Robert Harmon
II-7
EXHIBIT INDEX
The following is a list of the exhibits filed herewith:
Exhibit
Number Description of Exhibit
------- ----------------------
2.1 Copy of Stock Purchase Agreement dated April 4, 1995,
providing for the Company's purchase of all of the
capital stock of Centercom, Inc. and Centercom South,
Inc. from Jeffrey Johnson and Robert Harmon
(incorporated herein by reference to Exhibit 2(a) to
the Company's current report on Form 8-K for said
event date).
4.1 Copies of the following instruments defining the rights
of the holders of the Company's Common Stock:
(i) Article 6 of the Company's Restated Articles of
Incorporation, as filed with the Minnesota Secretary of
State on November 27, 1968, excluding Sections 6.1 and
6.7 thereof, (incorporated herein by reference to
Exhibit 3(a) to the Company's Registration Statement on
Form S-1 No. 33-10918 hereafter referred to as the
Company's "S-1 Registration Statement");
(ii) Sections 6.1 and 6.7 of Article 6 of the Company's
Restated Articles of Incorporation, as set forth in the
Articles of Amendment thereto adopted July 2, 1980,
(incorporated herein by reference to Exhibit 3(a) to
the Company's S-1 Registration Statement);
(iii) Articles 11, 12 and 13 of the Company's Restated
Articles of Incorporation, as set forth in the
Articles of Amendment thereto, as filed with the
Minnesota Secretary of State on June 24, 1993,
(incorporated herein by reference to Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the year
ended January 31, 1994);
(iv) Article II of the Company's Restated By-Laws
adopted January 10, 1969, excluding Section 2 thereof,
(incorporated herein by reference to Exhibit 3(b) to
the Company's S-1 Registration Statement); and
(v) Section 2 of Article II of the Company's Restated
By-Laws set forth in the Third Amendment thereto
adopted April 19, 1994, (incorporated herein by
reference to Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended January 31,
1994).
4.2 Sections 4E, F and G of the Stock Purchase Agreement
described as Exhibit 2.1 above, granting the Selling
Shareholders in the offering being registered by this
Registration Statement on Form S-3 certain rights with
respect to registration of their shares of the
Company's Common Stock (incorporated herein by
reference to Exhibit 2(a) to the Company's Current
Report on Form 8-K for the event date April 4, 1995).
5.1 Opinion of Rider, Bennett, Egan & Arundel, P.L.L.P. as
to the legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Richard A. Podraza, S.C.
24.1 Powers of Attorney are included herein as part of the
Signature Page.